SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ODONNELL ELLEN (Last) (First) (Middle) 650 TOWNSEND STREET, SUITE 475 (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MICROMUSE INC [ MUSE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP & General Counsel
	3. Date of Earliest Transaction (Month/Day/Year) 02/14/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2006		D		12,143	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$5.42	02/14/2006		D			20,000	(2)	10/01/2011	Common Stock	20,000	$4.58	0	D
Non-Qualified Stock Option (right to buy)	$1.54	02/14/2006		D			30,046	(3)	10/16/2012	Common Stock	30,046	$8.46	0	D
Non-Qualified Stock Option (right to buy)	$8.15	02/14/2006		D			4,688	(4)	11/03/2013	Common Stock	4,688	(4)	0	D
Non-Qualified Stock Option (right to buy)	$8.15	02/14/2006		D			70,313	(5)	11/03/2013	Common Stock	70,313	$1.85	0	D
Non-Qualified Stock Option (right to buy)	$4.95	02/14/2006		D			12,222	(6)	11/19/2014	Common Stock	12,222	(6)	0	D
Non-Qualified Stock Option (right to buy)	$4.95	02/14/2006		D			67,778	(7)	11/19/2014	Common Stock	67,778	$5.05	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement by and among issuer, International Business Machines Corporation, and Rooster Acquisition Corp. in exchange for a cash payment of approximately $121,430, without interest and less any applicable withholding tax, representing the $10.00 per share merger consideration on the effective date of the merger as detailed in the definitive proxy statement of the issuer dated January 9, 2006.

2. This option, which provided for vesting with respect to (i) one-sixth (1/6) of the option shares upon optionee's completion of six (6) months of service measured from 10/1/2001 and (ii) the balance of the option shares in a series of thirty (30) successive equal monthly installments upon optionee's completion of each additional month of service over the thirty (30) month period measured from the six (6) month anniversary of 10/1/2001, was canceled in the merger in exchange for a cash payment of approximately $91,600, representing an amount in cash equal to (i) the excess of the merger consideration ($10.00 per share) over the exercise price per share of the issuer's common stock subject to such canceled option, multiplied by (ii) the number of shares of the issuer's common stock subject to such canceled option, subject to any required withholding of taxes, as detailed in the definitive proxy statement of the issuer dated January 9, 2006.

3. This option, which provided for vesting with respect to (i) one-sixth (1/6) of the option shares upon optionee's completion of six (6) months of service measured from 10/16/2002 and (ii) the balance of the option shares in a series of thirty (30) successive equal monthly installments upon optionee's completion of each additional month of service over the thirty (30) month period measured from the six (6) month anniversary of 10/16/2002, was canceled in the merger in exchange for a cash payment of approximately $254,189, representing an amount in cash equal to (i) the excess of the merger consideration ($10.00 per share) over the exercise price per share of the issuer's common stock subject to such canceled option, multiplied by (ii) the number of shares of the issuer's common stock subject to such canceled option, subject to any required withholding of taxes, as detailed in the definitive proxy statement of the issuer dated January 9, 2006.

4. This option, which provided for vesting with respect to (i) one-sixth (1/6) of the option shares upon optionee's completion of six (6) months of service measured from 11/3/2003 and (ii) the balance of the option shares in a series of thirty (30) successive equal monthly installments upon optionee's completion of each additional month of service over the thirty (30) month period measured from the six (6) month anniversary of 11/3/2003, was converted into an option to acquire, on the same terms and conditions as were applicable prior to the effective time of the merger (other than the exercise price), approximately 581 shares of International Business Machines Corporation's common stock for approximately $65.73 per share as detailed in the definitive proxy statement of the issuer dated January 9, 2006.

5. This option, which provided for vesting with respect to (i) one-sixth (1/6) of the option shares upon optionee's completion of six (6) months of service measured from 11/3/2003 and (ii) the balance of the option shares in a series of thirty (30) successive equal monthly installments upon optionee's completion of each additional month of service over the thirty (30) month period measured from the six (6) month anniversary of 11/3/2003, was canceled in the merger in exchange for a cash payment of approximately $130,078, representing an amount in cash equal to (i) the excess of the merger consideration ($10.00 per share) over the exercise price per share of the issuer's common stock subject to such canceled option, multiplied by (ii) the number of shares of the issuer's common stock subject to such canceled option, subject to any required withholding of taxes, as detailed in the definitive proxy statement of the issuer dated January 9, 2006.

6. This option, which provided for vesting with respect to (i) one-sixth (1/6) of the option shares upon optionee's completion of six (6) months of service measured from 11/19/2004 and (ii) the balance of the option shares in a series of thirty (30) successive equal monthly installments upon optionee's completion of each additional month of service over the thirty (30) month period measured from the six (6) month anniversary of 11/19/2004, was converted into an option to acquire, on the same terms and conditions as were applicable prior to the effective time of the merger (other than the exercise price), approximately 1,515 shares of International Business Machines Corporation's common stock for approximately $39.92 per share as detailed in the definitive proxy statement of the issuer dated January 9, 2006.

7. This option, which provided for vesting with respect to (i) one-sixth (1/6) of the option shares upon optionee's completion of six (6) months of service measured from 11/19/2004 and (ii) the balance of the option shares in a series of thirty (30) successive equal monthly installments upon optionee's completion of each additional month of service over the thirty (30) month period measured from the six (6) month anniversary of 11/19/2004, was canceled in the merger in exchange for a cash payment of approximately $342,277, representing an amount in cash equal to (i) the excess of the merger consideration ($10.00 per share) over the exercise price per share of the issuer's common stock subject to such canceled option, multiplied by (ii) the number of shares of the issuer's common stock subject to such canceled option, subject to any required withholding of taxes, as detailed in the definitive proxy statement of the issuer dated January 9, 2006.

	/s/ Ellen O'Donnell	02/16/2006
	** Signature of Reporting Person	Date
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